EXHIBIT 10.4(d)
THIRD AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT
THIS THIRD AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT (the
"Amendment") is entered into this 21 day of March, 2003, by and between SUNTRUST
BANK, a Georgia state banking corporation (the "Lender"), and CENTRAL FREIGHT
LINES, INC., a Texas corporation (the "Borrower").
RECITALS:
A. Borrower and Lender entered into that certain Revolving Credit
Loan Agreement dated April 30, 2002, as most recently amended by that certain
Second Amendment to Revolving Credit Loan Agreement and Second Amendment to
Revolving Credit Note dated February 5, 2003 (as amended, the "Loan Agreement").
B. The Borrower has requested that Lender amend the Loan
Agreement as set forth herein.
C. Terms not defined herein shall have the meanings ascribed to
such terms in the Loan Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
and obligations herein, the parties hereto agree that the Loan Agreement is
hereby amended and modified as follows:
Section 1. The minimum Tangible Net Worth requirement set forth
in Section 6.1 of the Loan Agreement for all periods through December 31, 2002
is hereby changed to a flat amount equal to $25,500,000 with no additions
thereto.
Section 2. As of January 1, 2003 and on a going forward basis
thereafter, Section 6.1 of the Loan Agreement concerning "Minimum Tangible Net
Worth" is amended to substitute $25,500,000 for $30,669,000 and to commence the
addition of 50% of Net Income and 100% of all equity proceeds, both measured on
a cumulative basis as of the last day of each Fiscal Quarter of Borrower for
each Fiscal Year of Borrower, to such new base net worth; provided, that if Net
Income is negative for any period the amount added for such period shall be zero
and such negative Net Income shall not reduce the amount of Net Income added
from any previous period. In addition, as of the closing of any initial public
offering of equity securities by the Borrower, Minimum Tangible Net Worth shall
be increased by the net proceeds to the Borrower, Parent, and its consolidated
group less a dividend of all previously taxed income, less a separation payment
to Central Refrigerated of up to $8.5 million (and notwithstanding anything to
the contrary, such payment is hereby approved and any default under the Loan
Agreement is waived), and less the booking of a non-cash deferred tax liability
upon conversion to a C corporation.
Section 3. The minimum EBITDA requirement set forth in
Section 6.2 of the Loan Agreement for the measurement period ending December 31,
2002 is hereby amended to substitute $32,000,000 for $34,946,000. There is no
change to the minimum EBITDA requirements commencing January 1, 2003 as such are
currently set forth in the Loan Agreement.
Section 4. Except as provided herein, the Loan Agreement, and
the Revolving Credit Note and the Guaranty executed in connection therewith,
shall remain unamended and shall be in full force and effect.
Section 5. This modification shall be governed by and construed
in accordance with the laws of the State of Tennessee.
IN WITNESS WHEREOF, the undersigned by and through their duly
authorized officers hereby execute this Amendment as of the day and date first
set forth above.
CENTRAL FREIGHT LINES, INC.,
A Texas corporation
By: /s/ Xxxx Xxxx
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Title: CFO
SUNTRUST BANK
By: /s/ Xxxxxxx X. Xxxxxxxx
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Title: Vice President
CONSENT OF GUARANTOR
The undersigned, as Guarantor under a Guaranty dated as of April 30,
2002, hereby executes this Third Amendment to Revolving Credit Loan Agreement to
evidence its consent thereto and agrees that its Guaranty remains in full force
and effect for the Loan Agreement and the Revolving Credit Note executed in
connection therewith, as amended.
CENTRAL FREIGHT LINES, INC.,
a Nevada corporation
By: /s/ Xxxx Xxxx
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Date: March 21, 2003
Title: CFO
